Helpless Against You
by snoopysoap
Summary: Naruto discovers that he is in love with his sensei Jiraiya and he is willing to do anything to gain affection from him. Naruto decides to use his sexy no jitsu to get Jiraiya to pay attention to him…I mean he is the Pervy Sage after all. This story follows his attempts to gain love from his mentor…will Jiraiya return his affections?
1. Chapter 1

Chapter One – Explorations

"Come Naruto, we're almost there," Jiraiya looked down at his student lounging against a tree with a smirk, they weren't too far outside of a town somewhere in the Land of Waves. They had stopped for a light lunch and now it was time to get moving again, he squinted at the sky, if they were lucky they could get to the town before sunset.

"Aah Ero-Sennin! Where are we going?" Naruto jumped up placing his hands behind his head, he was anxious to continue his training to become Hokage and prove his existence to the villagers of Konoha.  
"Are we going to continue training? Ehh Ero-Sennin?" Naruto squinted at his mentor, sure that that wouldn't be the case. Jiraiya looked at Naruto with a small smile and shook his head, he was remarkably similar to Minato.

"We are going to take a break from training for a few days Naruto, we're going to rest in the village,"

"Eeeehhh? What do you mean we're 'taking a break', just 'cause you can't keep up with me!" Naruto scowled at him and walked away with a huff, Jiraiya just shook his head and followed after him, at least he was walking in the right direction. The town peeked its head over the horizon around mid-afternoon, it wasn't anything special in terms of size or grandeur but it would suit their needs, Naruto took Jiraiyas' pack and scroll out of habit as they neared the village. Naruto's scowl deepened once they entered the village itself, _there isn't anything to do here!_ He thought with a huff, shooting a glare at his sensei he stormed off to find a place to stay while Jiraiya was still standing outside of a brothel with a nose bleed, ogling at the sign and the pretty girls lounging around outside with their breasts almost falling out of their tops.

"Aah Naruto, I'll be doing research, go find us somewhere to stay," Jiraiya turned his head from the spectacle before him to find his student already marching off in the direction of the hotels, he smirked and shook his head with a sigh, _the kid needs to loosen up_ he thought as he marched inside to begin 'research'.

Naruto was determined to find something to do in this lousy village since he wouldn't be training and last time he attempted to train on the demanded rest days Jiraiya had made a vigorous effort to drag him along with him to do his research to keep him from training. He shuddered, _I don't want to experience THAT again_ he thought as he attempted to drag all of their belongings into their assigned room at the overpriced hotel. Once he made it up three flights of stairs to their room he silently acknowledged the owners demanded price, the room was medium in size, neat and tidy and had an attached bathroom which meant he would be able to avoid attending the hot springs with the Pervy Sage whilst he conducted his 'research'. He dumped the packs in a corner and prepared his own futon, moving it closer to the window. He looked out the window with a grin, the hotel had its own little enclosed garden complete with statues, trees and a small pond, he knew he would be using that later for meditation… _after all he didn't say I couldn't work on my chakra control with meditation_ he thought whilst unpacking a few of his things, namely laundry to be done. He wrinkled his nose, _definitely need to laundry first_ throwing clothes into a pile near the door, he looked at his teachers' pack contemplating if he should go through it to get his dirty clothes. Shrugging he reached for the pack and started rummaging through it, _probably won't even notice that I've washed them_ he thought with a snort and rolled his eyes as the latest completed copy of Icha Icha fell out along with Jiraiyas' washing, opening to a random page as it fell. Naruto leaned over to pick it up, eyes widening at what he saw he blushed with a gulp _people can actually do that?_ He thought with shock before shaking his head and picking it up, snapping it shut before shoving it back into the pack. _I can't believe he writes stuff like that_ blushing as he adjusted his growing erection before moving around the room gathering the last few things before heading to do the laundry.

While he waited for the laundry he had an idea, a slow grin forming _I'm going to go do some research of my own! Believe it!_ He thought as he ran back up to the room for his wallet, his plan slowly forming as he rushed about gathering what he needed. Rushing out of the inn he changed into his sexy no jitsu before he passed the front desk at the hotel, thankfully still wearing clothes, he didn't want to be caught in the hallway naked. He made his way to the centre of town and looked for a dress shop, finding his target he selected a few skin tight black dresses that showed off his female figure nicely and took a tour of the village as evening fell. Confident in his appearance and the ability to defend himself Naruto, now Naruko, made her way to the red light district where Jiraiya was last seen, determined to do some recon on what he actually got up to. _Part one of mission, find out what that perv actually does in here, part two of mission, see how long I can hold this jitsu without being spotted by Ero-Sennin!_ She grinned as she made her way into the brothel, she looked around and shrugged, it seemed the norm for men and women to be seated at booths and couches fawning over each other and making out. _Boring!_ She thought, she couldn't spot the pervy sage in the crowd, preparing to turn around and leave for the next brothel she heard the tell-tale guffaw of her mentor from the back of the room. _Bingo!_ Heading towards the sound she managed to locate her sensei on a couch with two nearly naked girls in his lap, Naruko took a seat in a booth nearby that gave her an unimpeded line of sight to the couch whilst protecting her from the eyes of the pervy sage… _not that he's paying attention to his surroundings anyway_ she snorted. She watched as he consumed more and more sake whilst managing to get louder with each passing bottle, she shook her head and continued to watch as he made out with the two busty brunettes, caressing them and whispering things in their ears that made them blush redder and redder with each word. They giggled like school girls as her sensei nearly passed out with a nose bleed when a blonde beauty approached the trio, she sat in his lap and whispered in his ear and touched his chest, glancing at the other two girls with a wry smile. _Eeeehhh? Where are you going now Ero-Sennin?_ Naruko watched on with a frown as Jiraiya nodded along to what the blonde was saying, standing up and following the blonde to a door at the back of the room with the two brunettes on his arms. Naruko huffed as she didn't know where it went but she had an idea as to what was going to happen next, after all she had been traveling with the author of the Icha Icha series, she wasn't completely stupid. She was preparing to stand up and leave but she was stopped by a man and a woman who slid into the booth next to her, effectively trapping her, she looked at them with wide eyes whilst she prepared to grab a kunai from underneath her dress.

"Hey there lovely," the man said with a wink, "Having a pleasant evening?"

Naruko looked at the man with a raised eyebrow, "actually I was just about to leave,"

The man looked to his companion with a huff, "see I told you she wasn't interested!" His companion also raised her eyebrow with a smirk and glanced at Naruko who was now glaring at him.

"She won't be interested in you but she will be interested in what I have to say Karou," she scooted closer to Naruko, "I'm Ami."

"Naruko,"

"Nice to meet you Naruko, ignore my companion here he's an idiot, we just want to talk,"

Naruko grinned at her with a raised eyebrow, "I kinda picked up on that part,"

Karou huffed with a frown and looked away, "fine I'll leave you girls alone," he tossed over his shoulder as he left the booth. Ami watched him leave with a shake of her head and turned back to Naruko, observing her as she studied the table.

"You see Naruko, we saw you sitting here and thought you looked a bit lonely, of course Karou thought we were going to give you a different kind of company," she winked as Naruko blushed beet red at the insinuation. _Kami save me_ she thought as she watched the teen shift uncomfortably.

"I saw you watching that man on the couch before, is he important to you?"

Naruko blushed again and looked away, "kinda…he's my sensei," Ami looked at her with a raised eyebrow.

"Your sensei?"

She nodded, she didn't know why she was blushing, it's not like she had any emotional attachment to the man he was just training her after all. _At least I hope I don't have a reason to blush_ she frowned looking at Ami again.

"And you followed him here because…?" Ami let the question hang in the air, focusing on Naruko's frown.

"I…I guess I wanted to see what he got up to when he was here…instead of training me," she bit her lip and looked down at her hands clasped in her lap, the reasoning behind part of her plan sounded kinda lame when spoken out loud, she was now unsure as to why she had done this in the first place.

"Oh dear…you like him don't you," Ami placed a reassuring hand on her shoulder, startling her, she looked up at her in shock.

"Whoa…what no! No I don't like him like that!" she stuttered, eyes as round as saucers, hands gripping the edge of the table, knuckles turning white. She looked around the club, still no sign of the pervy sage but there was the faint sound of thumping come from the direction that he had left in, even if the door was closed she could still hear it. She blushed and avoided looking in that direction, not wanting to think about what was occurring behind closed doors, she looked at Ami again who had watched her do all this.

"I mean he's my sensei, I couldn't like him like that…I'm not supposed to like him like that!"

"Riiight…you see hunny, it's as plain as the nose on your face, you gotta talk to him about it if you don't like him coming here," she smiled softly, "all you have to do is talk to him about what you are feeling, I'm sure he will come to his senses eventually,"

Naruko snorted, "you don't know him like I do, he wouldn't stop even if you tried to tie him down,"

Ami laughed at that, she shook her head and grabbed Naruko's chin, forcing her to look directly at her, "you just have to make him see what he's missing every time he's not with you, trust me I know men," she snorted as she looked over to her companion who was now at the bar doing shots, "men don't know what they want until someone shows them what they're missing out on…or what they 'can't' have," she looked back at Naruko with a small smile.

Naruko gave a small smile in return, she nodded thinking about what Ami just said, "if you're sure…" she trailed off.

"oh trust me, I'm sure," Ami laughed and gave a lewd wink making Naruko turn beet red once again.

"I'm not sure if he will appreciate it though, I mean, I'm his student after all…" she frowned, thinking about the rules of teacher-student relations that were drummed into them during her time at the Academy. She looked up at Ami, noticing the door at the back of the room opening over her shoulder, she swallowed quickly as she saw the two brunettes leaving as more blondes went in.

She shook her head, she couldn't stomach the thought of Jiraiya having sex with a group of blondes, "I have to go…thanks though," she stood up quickly to the surprise of Ami and headed out the door, walking in the direction of a park she had noticed on the way to the club. Ami watched her leave and turned her attention to her partner who had just come back over in time to witness the departure, she shook her head and grabbed his hand leading him to a couch where another young girl was sitting by herself.

"This time we will be giving a special kinda of company," she said to Karou with a wink.

Naruko kicked a stone as she walked, deep in thought, she got a fair few seedy leers thrown her way as she walked through the red light district but she gave hard glares to those that tried to approach her. She managed to make her way to the park without incident, finding a tree to lean against on a small hill she had a decent view of the entire red light district, easily spotting the club she had just come from. She sighed and leaned back to look up at the moonlit sky as she sat with her legs stretched out in front of her, pondering the conversation she had had with Ami, _do I really like the pervert like that… as more than just my sensei?_ She thought back to the scene of the blonde girl leading him into the back rooms and she growled, surprising herself. _He should be spending more time with me…...to train!_ She tacked the last bit on at the end of her thought hurriedly, she didn't know if she really did view Jiraiya-sama as more than just her sensei and she was starting to get a headache from thinking. _I mean he is a pervert and as far as I can tell he only likes women, I mean since he's always trying to perv on them anyway_ she frowned, watching the clouds scuttle across the face of the moon, casting her in shadow for a minute to match her brooding thoughts. She watched a cat run across the tree next to her as she lay herself down on the grass completely, hands behind her head as she chewed her lip in thought, _I wonder if he would even want me that way…as a man…. maybe he would only want me when I'm like this_ , she looked down at herself eyeing her large breasts and thin waist. She thought about the girls she had seen with him in the past, _he definitely likes this sort of figure in a woman, he wouldn't be against the idea maybe if I approached him like this,_ she snorted as she closed her eyes, _he would definitely get a nose bleed if I approached him without clothes on!_ She giggled quietly, snapping her eyes open when she felt something cold touch her ankle, it was just the cat from earlier, she watched it as it cautiously sniffed her ankle and made its way up towards her face, green eyes watched her every move. She sneezed violently, scaring the cat away with a yowl, _bloody allergies_ she groaned as her eyes started to water as she continued to sneeze, she sat up so she didn't end up choking on her own spit as she sneezed. The sneezing fit over she wiped her eyes and looked around for the cat, nowhere to be found she grumbled about people not managing their pets as she stretched, preparing to lay back down. Looking down to the bar from earlier she saw what looked to be an unconscious form dragged out into the street, she rolled her eyes and sighed, the tell-tale mass of white signifying that her sensei had once again been kicked out of a bar for probably not paying for something, _and on the first night too, that has got to be a record_ she thought with a snort as she watched him eventually pick himself up and stagger towards a different bar further down the street, _he just doesn't give up_ rolling her eyes again as she lay down once again staring at the moon and watching the clouds. She felt her herself closing her eyes as she slipped into a light doze, confident in the ability to defend herself should anyone come sniffing, knowing that Jiraiya would be at it long into the night and possibly early morning.

She awoke to a sudden cold breeze penetrating her flimsy clothing, looking at the sky she figured it was past midnight and most likely heading towards 2 or 3 am, looking down at the town she noticed that quite a few of the shops in the red light districts where closed and most of the clubs and brothels seemed to be preparing to close for the night as well, figuring that her sensei had most likely given up and gone home by now she picked herself up and started heading towards their inn.

She nodded to the person managing the front desk, a bored look on their face and a mug of coffee steaming on the desk, she made her way up to their shared room. She arrived at their room to find Jiraiya passed out in his futon, sheets pooled about his waist just barely covering the rest of his naked form, she eyed the man's toned chest blushing. Silently padding over to her own futon, quietly stripping as she goes leaving her clothes where they fall, she watches his chest rise and fall softly, she didn't want to give away the game just yet by waking him up. Laying down with a quiet sigh she looks over to her companion, observing his moonlit form with hungry eyes. She sniffed grimacing, the man still smelt like sake Naruko rolled her eyes and huffed, _why does it always have to end this way when they stay in a town?_ she thought as she stared at the ceiling thinking about her sensei. She blushed, Jiraiya was surprisingly good looking now that she thought about it. She felt himself growing hot as she continued to undress the man in her mind, she moaned softly as she thought about what was under her teacher's pants, she felt wetness forming and she frowned. _Eh? What's that?_ she slid a hand down and touched herself, she brought her fingers to her nose and sniffed _doesn't smell like pee,_ she warily stuck her tongue out and licked her fingers, _doesn't taste like pee...kinda tastes odd, not sour or anything_ she frowned, it smelt kinda musky and she didn't mind the taste, the taste was kinda intoxicating. She shrugged and continued to explore her now changed form, while Naruto had used his sexy jitsu many times he had never really had the chance to explore it, now he could without fear of being found out. She slowly stroked her breasts, fingers brushing her nipples, she shuddered at the contact, goose bumps forming at the sensation _that felt good_ she thought with a grin. She gave a nipple an experimental tug and moaned at the sensation, she froze as Jiraiya shifted in his sleep, an arm now thrown across the top of Naruto's futon. She breathed a sigh of relief as her companion slept on silently praying that he wouldn't wake until morning. Naruko turned back to her mission, to chase the feeling that was building low in her gut. She tugged on her nipples again, twisting at the end and having to bite her lip to stifle her loud moan. Her eyes widened as she felt herself get wetter, she gently touched her... _what did people call it again?_ She frowned, straining to remember, she thought back to when she had first gained the courage to glimpse at a copy of Icha Icha that was lying in Jiraiya's pack... _that's right...pussy._ She stroked her slit, sliding her fingers through the wetness, she shut her eyes and started thinking about her usual spank material...she blushed when her thoughts turned to the man quietly snoring beside her. She gasped as her fingers blushed her clit, she definitely liked that, she focused on that little area rubbing in little circles as Naruto would normally do to the tip of his cock. She shuddered and moaned as she felt tightness coiling in her belly, continuing to rub her clit she pinched and twisted her nipples biting her lip in an attempt to stifle her moans, lest she get too loud and wake Jiraiya. She fantasised about Jiraiya, the few glimpses she had had of the man naked whilst in the hot springs fuelling her imagination. Moaning at the idea of Jiraiya's hands replacing her own, rubbing against him like a wanton slut, she moaned his name as she felt himself getting closer to orgasm. Thinking of being forced to all fours as her sensei rubbed his cock against her whispering dirty things in her ear, she came with a muffled shout feeling her release slowly dripping down the crack of her ass. She shuddered at the little aftershocks, still gently pinching her nipples, she sighed and opened her eyes turning to look at the still slumbering form of her sensei. Staring at the ceiling she sighed and blushed as she thought on what she had just done. _I can't believe I just did that...He's my sensei! That can't be right!_ she huffed as she got up to shower quietly before sleeping, brooding on her problem. There had to be something wrong with her if she was masturbating as a girl to the idea of her sensei doing things to her, she frowned in thought as she slowly washed herself relishing in the different sensations still flooding through her new body. She sighed as she reached a conclusion in her head _I kinda want him to do that to me when I'm in my normal body though,_ she blushed as she thought about what it would be like to have another guy touch her when she as a male.  
She returned to her futon, hair damp from the shower, she pushed it a little closer to her mentor and crawled in with a sigh as she felt sleep tugging at the edge of her consciousness. _I guess it doesn't matter who I think about when I cum...as long as he doesn't find out_ Naruko turned to look at the man she had just orgasmed to and sighed again, curling up with her back to him she fell asleep.


	2. Chapter 2

Chapter Two – Most Awkward Morning Wood Ever!

Jiraiya woke with a groan, he could feel a headache forming but he was content enough to stay in bed until it demanded more immediate attention. He kept his eyes closed as he attempted to doze, a soft sigh alerted him to a soft body next to him, he smiled... _I don't remember bringing a girl back with me, must have drunk more than I thought._ He tugged the girl closer, burrowing his nose into the crook of her neck, she smelt like oranges and sex, _definitely drunker that I thought if I don't remember fucking this lovely piece_ he thought as a hand caressed a breast, toying with the nipple. A soft moan was heard but she continued to sleep on, he chuckled _must have worn her out good_ he thought with a soft smile. He pulled her closer and ground his hardening length against her ass while his hand searched for her clit, he was determined to have her wake up to him fucking her. He grinned as she unconsciously pushed her hips back into him with another moan as he stroked her clit, _so needy_ he thought with a leer, _must have found a beauty that matched my own tastes_. He cracked an eye, _hmmm blonde, nice...very nice_ , he consumed her body with his eyes, _nice tits, nice ass and plenty of hip to grab onto_...he grinned preparing to slip inside her and wake her up. He licked her neck and gave it a gentle bite before moving her hair from her face, he froze...it couldn't be! Three whisker marks greeted him from under the blonde locks, he propelled himself back with shock written across his features. _What, why..._ he was confused, what the hell was Naruto doing basically in his futon as a naked girl? He groaned, looking at her/his? naked form then down to his aching cock, he rubbed his face and stood up.  
"Why do these things happen to me?" he grumbled softly as he made his way to the shower to relieve his straining length.  
He groaned as the hot water hit his shoulders and leant against the tiled wall with a sigh, looking down at his cock he closed his eyes and grabbed himself, stroking lightly with a firm grip. He tried to remain quiet lest Naruto wake and try to come into the bathroom out of curiosity. _Naruto..._ he couldn't help but think of his student's naked form as he stroked his cock, he moaned as the feel of his student's body against him was still taunting his senses, the little moans and tilt of the hips against him. He sped up his motions on his cock, leaning back against the wall as he let the water cascade down his lower body helping to lubricate his strokes. He was close, he could feel his orgasm approaching in a rush as he thought about fucking Naruto from behind, he groaned at the thought of his student displayed before him waiting for his cock. He came suddenly with a muffled shout, teeth latched onto his forearm in an attempt to keep quiet, his cum painting white stripes against his abs and the tiles in front of him. He gently continued stroking his softening cock as he dwelled on the thought of his naked student in the next room... _why is he in his sexy jutsu form?_ He shrugged as he stepped out of the shower and towelled off, he was a pervert after all. He walked out of the bathroom with the towel casually draped around his waist, looking to the still sleeping form of Naruto he stood and watched as Naruto rolled over displaying his female form to the gaze of Jiraiya. He closed his eyes and exhaled slowly through his nose, _oyy, this is going to get awkward,_ he thought as he gathered his typical dress for the day, only just noticing the pile of neatly folded washing next to his pack. He shook his head as he dropped the towel and quickly dressed, keeping an eye on Naruto as he changed, he walked out of the room heading in the direction of the garden at the centre of their inn.

Jiraiya sat on the rock that dominated the centre of the garden, meditating and focusing on his chakra, his thoughts turned once again to the events of the morning. _What is that boy thinking?_ He sighed as images of his naked student plagued his mind, adjusting himself in his pants he tried diligently to think of something else... _anything else please kami! The situation is awkward already as it is!_ He grumbled internally, opening his eyes and looking around the garden. The only sounds inside the garden was the quiet whisper of the small stream and the calls of a Thrush, a small beetle crawled past his knee as he tried to clear his mind and focus once again. It seemed to work for a few minutes before a resounding crash and a yelp shattered the tranquil surroundings, he pinched the bridge of his nose and sighed, _I could probably pick out his voice in a crowded stadium_ , he sighed again and dusted himself off before heading back to their rooms and his now awake student _why me?_ He asked once again as he trudged up the stairs, more shouting could be heard from the direction of their room. He stopped inside the doorway as he was greeted by a partially dressed Naruto...still in female form… closing his eyes with a sigh he looked up at the ceiling before closing the door with a resounding thump.

"Naruto, what are you doing?" he leaned against the wall with his arms folded, frowning in the direction of his student who refused to blush given the fact that she wasn't wearing a bra or shirt. _I will not get a nosebleed...I will not get a nosebleed!_ He gritted his teeth as Naruto looked up at him with a glare.

"Aaahh Ero-Sennin! I'm trying to get dressed but I just realised I don't have clothes to train in when I'm like this!" Naruto paced around the room for a moment before returning to look at her mentor who had closed his eyes, "hey Ero-Sennin! Would you do me a favour?" Naruto advanced upon him, making him jump when he opened his eyes and was greeted with puppydog eyes and cleavage in his face. He couldn't take a step back, trapped against the wall by a still half dressed female Naruto.

Rubbing his face he looked to the heavens once again, "eehh Naruto, please put a shirt on unless you want me to stare at you instead of listening," Naruto scowled but obliged, knowing better than to ignore him.

"Now, please explain why you are like….this," he gestured to her, eyeing the breasts now pushing against the tight black material of Naruto's normal shirt, _oyy, this just won't do_ , he grumbled as Naruto invaded his personal space once again.

"Naruto, stop, move back and explain," Naruto looked at him with a scowl, huffing as she took a step back, allowing Jiraiya to move off the wall.

"I'm trying to see how long I can hold my sexy no jutsu!"

"That's all?"

Naruto glared at him, "Yes! You keep telling me to work on my chakra control, this is going to help me get stronger! Believe it!"

Jiraiya rolled his eyes and walked to his pack, "Okay then, what is it you wanted me to do again?"

Naruto looked down, biting her lip as a blush crept up her face, "I need you to find me a bra and shirt to train in,"

"You want me to….Naruto, why can't you do it yourself?" he grinned as Naruto blushed harder _god that is cute, wait no don't think that don't think that!_ He groaned quietly as Naruto toyed with the hem of her shirt, pulling it tighter across the breasts she now sported. Watching as Naruto chewed her lip before looking up at him with blue eyes as wide as they could possibly go, the glimmer of tears sneaking into the corners of her eyes.

"Because it's not right! I can't be seen outside like this in clothes that don't fit properly, not to mention all the guys that will try to touch me!" a single tear slipped free and trickled down the whiskered cheek before dropping from her chin, splashing on the back of his hand as he reached for Naruto, pulling him against his chest as the tears kept falling, hiccuping sobs following shortly after. The growing wet patch on the front of his shirt didn't bother him, _this is a bad idea,_ he chanted in his head as he squeezed her closer briefly relishing in the feeling of soft curves pressed against him. _Why he/she's? so worked up over it is beyond me_ , he thought as looked down on the blonde head pressed against his chest, watching as she sniffled before wiping her nose on the shirt she now wore, _no I guess not_ , he thought as he watched her walk away from him towards their packs, hips swaying in the too tight orange pants and black shirt riding up showing her lower back.

"Here, I'll even pay for it myself!" he watched Naruto search in his pack for a moment before pulling out the green frog wallet that he treasured, pulling out a wad of cash and shoving it towards him. Pinching the bridge of his nose he forced himself to not grin at the wicked plan forming in his head, _this might just turn out to be a good idea after all,_ he thought with a grin, imagining Naruto trying on various outfits in front of him, looking down at the desperation in the face of his student he let a small smile appear.

"Naruto, grab your jacket, you're coming with me" he watched as Naruto spluttered in confusion as she grabbed the accompanying orange jacket and rush after him as he strode out of their room and down the hall.

"But, but Ero-Sennin…"

"Ahh, don't worry Naruto, I'll be with you to protect you from wandering hands," _I'll break any wandering hands that aren't my own,_ he thought with a leer, watching her face light up with relief as she bounced along the path next to him. He looked away lest he walk into a pole because he was too busy ogling his student's lovely ass, heading in the direction of the shopping district.


	3. Chapter 3

Chapter 3 - The Dress-Capade!

Naruko couldn't believe it, Jiraiya was strolling around the shop in the ladies' section without batting an eyelid! If she had been in her normal form she was sure she would have been embarrassed to be found in such a section, as it was they were here for a reason, albeit an odd one even for them. She stood on tiptoes to look over the rack of sports bras at her sensei who was casually going through the rack of brightly coloured g-strings. She blushed and quickly buried her head in her hands _what am I doing! This is not going to work!_ She shook her head and blindly grabbed a bra from the shelf.

"You seriously aren't going to buy that without trying it on first right?"

She whipped her head around in shock, somehow she had been snuck up on by a short teen with bright blue shoulder length hair who was observing her as she clutched the bra to her chest in fright.

"What do you mean?" she looked down at the bra in her hand. _Oh, right_ she thought, it was several sizes too small, she blushed and looked up at the other teen with pleading eyes.

The teen laughed, "new to this are you?" she nodded, looking down at her shoes.

"Well, for starters you need a whole new outfit, there is no way you should be allowed outside looking like that!" Naruko blushed again, chewing her lip she looked down at the usual orange garb she was seen in when in her normal form _she has a point I guess_ \- the girl reminded her of Ino with her fashion sensibility.

"I'm Koko by the way," the girl gave her a small smile, "come on, your wardrobe isn't a complete lost cause, I can help if you like?"

Naruko looked up at that, "would you really?" she looked for Jiraiya again, hoping he hadn't wandered too far. She was sure he had suggested this shopping trip for reasons other than out of the goodness of his heart. Finding him amongst the lingerie section almost having a nosebleed at the skimpy nurse outfit she just shook her head in disgust and turned back to Koko with a smile.

"Is that your dad?" Koko frowned as she watched Naruko look for Jiraiya.

"What?" she laughed, "no, he's my sensei," blushing at the look on Koko's face, she turned and put the bra back on the rack.

"So will you help me or what?" she gave a fierce look, "I've only got a short amount of time and no idea where to start," she confessed, daring the other to mock her.

"Yeah I'll help you!" she grabbed Naruko by the wrist and dragged her to the rack of g-strings Jiraiya had been at before, she blushed and looked to Koko questioningly.

"First we gotta start with the basics, g-strings, cute panties, matching bras and lingerie!" she counted off on her fingers, "oh and I guess you're wanting a sports bra?"

Naruko gulped and nodded, "I don't really need all the other stuff, maybe just some panties and a sports bra,"

Koko glared at her like she was stupid, "at the very least you are leaving here with one lingerie set!"

"Okay," she whispered as she suddenly found herself holding several styles of bra and underwear before being dragged to the lingerie section, where she was further assaulted with underwear.

"Don't you have a basket or something?" Koko looked at her struggling to see over the pile, huffing at the wide eyed look she received, "wait here then!" she threw over her shoulder as she stalked away.

Naruko stood there dumbly as she waited for Koko to return, arms full of undergarments, _there is no way she expects me to try on all of these!_ She gulped as she eyed the myriad of colours assaulting her eyes, she was tempted to put half of it back. She was suddenly struck by an idea, _some of this could actually help me with my master plan now that I think about it,_ she grinned _Ero-Sennin won't be able to resist me if I'm wearing some of this lingerie!_ She frowned as she picked up a particularly scrappy piece of lace that she assumed was a g-string, _this looks complicated though._ She almost jumped out of her skin when she felt a presence behind her, going to smack the person in the face before she remembered her arms were full, she turned around with a frown.

"What do you want Jiraiya-sama?" she glared daggers at him as she felt a blush crawl up her neck and face, _this is completely ridiculous_ she thought as she watched him eyeing the pile she held.

"Do you actually plan on wearing any of that?" he looked at her beet red face with a raised eyebrow, _oyy she would be hot on some of that!_ His inner self giggled with glee whilst simultaneously having a nosebleed at the images prancing around in his head.

"I'm not sure yet, Koko was just getting a basket so we could get some outfits for me to try on," she looked around for the blue haired girl, spotting her advancing with a shopping trolley and a determined look. She gulped before turning back to her sensei only to find he had already vanished _that'd be right,_ she rolled her eyes and turned to Koko, dumping the undergarments in the trolley only to find herself being dragged to the dress section.

"I actually have a couple of dresses already," she looked at Koko, avidly wishing to avoid more dresses, the ones she had gotten yesterday had been a nightmare to locate in the first place.

"Oh, well that's something, what colour are they?"

Naruko blushed, "black," she responded, all she heard in response was a grunt before they were veering off into the rest of the ladies' section.

"Okay then, jeans and tops!"

It went on and on, the pile in the trolley growing with each passing moment, Naruko bit her lip and sighed. _Good thing I'm not supposed to be training anyway otherwise this day would have been wasted,_ she looked around for Jiraiya, finding him trailing after them with an amused expression.

She turned back to Koko, "can we actually try some of this on now?"

"Yeah you're right, we're actually running out of room in the trolley,"

Naruko shook her head, whatever got Koko to stop going on the wardrobe rampage, she was sure that 95% of it would be going back out onto the floor. She blindly followed Koko in the direction she hoped was the changing rooms, glancing back at her sensei along the way hoping that he would behave himself while she was changing.

"Okay, you can only take a maximum number of items into the change rooms at one time, so if we go in together we can get double the amount of clothing!" Koko looked at her with a grin, Naruko just nodded her head in response.

"Come on, we better get moving if we plan on trying all of this on!"

Jiraiya raised an eyebrow at that, watching his student become inundated with undergarments before being dragged towards a changing stall with a yelp.

Naruko gave a sigh at the pile of clothes now sitting in the changing stall with them, she looked up at Koko with a raised eyebrow.

"Oh right! You probably need some help with some of these,"

Naruko nodded with a defeated look and submitted herself to the ministrations of Koko, drifting off into a daydream about training with her sensei.

"Ow!" she rubbed her head where evidently she had just been smacked, "what was that for?"

"Pay attention!" Koko glared at her, "I'm going to show you how to put some of this on by yourself...unless you want to get help from your sensei every time," she gave a wink at that and laughed at the blush that rushed up her face.

Naruko shook her head hurriedly and gave Koko a pointed look, "haha okay I get it!" Koko proceeded to show her how to do up the series of hooks on the various styles of bras.

"Okay I think you got it now, try on these last few and pick out ones you like that fit, I'll take the rest out to the counter and bring the next lot of things to try on," she gave a wink as she took the pile of things that didn't fit out of the stall.

"Phew, what a rush," Naruko looked at the pile of things that fit, pulling out an orange and black set and a red set of lingerie and putting it to the side. _I'm not so sure about this anymore_ she thought with a grimace as she attempted to put on the orange set by herself. Red faced she looked at her reflection with a smug grin, _not too bad if I do say so myself!_ Twisting around to admire herself from all angles before striking a few poses, giggling to herself as she did so.

"Take that Jiraiya-sama!" she whispered as she struck a sultry pose with a wink. Whipping around in fright at the resounding thump that sounded outside of the stall, she gave a shriek at the familiar shock of white hair on the grounding poking in from underneath the door.

"ERRROOO-SEENNNIIIN!"

Koko returned arms laden, confused to find a scantily clad Naruko pummelling her sensei senseless on the floor.


	4. Chapter 4

Chapter 4 - Strategic Deception...I think?

Naruto was still scowling at him when they were hidden away in their room again, Jiraiya sported a sizeable lump on his forehead courtesy of Naruto. It had been worth it though, to see the busty form of his student in lingerie...even if she had been astride him pummelling his face into the ground. He grinned at the memory _and what a lovely feeling it was,_ he sniggered as he remembered the weight of his student on top of him, feeling himself starting to get hard at the thoughts of what he could do to his student. He looked over at his student laying on her side away from him, he could still hear her grumbling under her breath, something about personal privacy and idiot teachers. He snorted and shook his head, Naruto was too wrapped up in his thoughts so he wouldn't notice Jiraiya touching himself beside him. He pulled himself out of his pants with a soft sigh, lightly palming himself before closing his eyes to think about his naked student, he bit his lip to stifle a quiet moan as he sped up his ministrations tugging on his cock just the way he liked, imagining it as Naruto's hands on him. He snapped open his eyes at a muffled moan from beside him, he looked over at his student who had fallen into a light doze and was subtly rubbing herself against the arm that was shoved between her legs. He closed his eyes with a groan _oyy this is not going to end well for me if I stay here much longer,_ he tucked himself away regretfully, eyeing his horny student as he gathered his things to head out again. Sporting the most awkward and uncomfortable erection of his life he took one last look at the girl in the room before shutting the door with a quiet thump and heading for the bar from the previous night.

* * *

Naruko opened her eyes at the shutting of the door, a smug smile playing on her lips _that was easier than I thought it would be hehe_ , she giggled quietly as she got up in search of her recently acquired lingerie and dresses. Looking at herself in the mirror of the bathroom she admired her new figure, wearing the orange and black lingerie set she smiled at the image she presented _he won't be able to resist me in this!_ She was struck by a thought, _but he's already seen this so he would know it was me,_ she pouted as she took it off and went in search of a plain black set to go with the skimpy dress she had. _That's better_ she thought as she turned to admire her plump ass in the black g-string, she pulled on the low cut dress that reached to just below her ass, hugging her figure hiding nothing. She strode over to the bathroom mirror once again, squinting at her reflection, eyeing the whisker marks on her cheeks _those have got to go,_ she thought with a grim face pondering how to get rid of them. She closed her eyes and concentrated, flashing through a few hand seals she opened her eyes again to see smooth cheeks, unblemished by marks, _there we go!_ She grinned _much easier than make up, plus it won't come off unless I want it to!_ She giggled as she bounced out of the room following in the footsteps of Jiraiya.

She was glad that she was a shinobi and able to hide her chakra signature, the looks that some of the girls who were dressed similar to her were getting...she shuddered at the thought of someone following her into an alley. Scanning the streets below her as she dashed across the rooftops she spotted her target, the white mass of hair disappearing into one of the bars from last night, she grinned _this is going to be too easy_ she thought as she dropped down discretely to slip inside the bar. She looked around as she entered, it was the first bar that she had found the pervy sage in the first time, it was fitting in well with her plans, _definitely too easy._ Quickly scanning the crowd she found Jiraiya in the same couch, bottle of sake sitting abandoned on the table in front of him as his lap was full of brunette, Naruko scowled at the sight. Glancing around to make sure that neither Ami nor her partner Karou were around, it wouldn't do to be called out by them accidentally, she grinned as she found no one she recognised in the bar. Turning back to her target she struggled to hid her smug grin as she saw the brunette being banished and the straining length of her sensei threatening to break through the seams of his pants. She blushed as she thought upon her hairbrained plan, still standing awkwardly off to the side of the room just watching as the object of her desires called for another bottle of sake. She watched as he looked around the room before pouring himself another drink, she swallowed thickly as she watched the muscles in his arm and throat flex with restrained power as he reached for his cup and drank. He licked his lips searching for the last drop, she unconsciously mirrored his action imagining that his lips tasted sweet from the sake. She watched as he called for another drink, shaking her head _third bottle already Jiraiya-sama, you obviously need something more than just drink,_ she thought as she eyed his bulging erection again.

She strode forward, catching the waitress before she got to the pervy sage, "I'll take that to him if you like?" she pointed to the bottle with a small smile to the girl, she grinned as the girl gave her a smile and an exhausted thank you. She looked over at Jiraiya, head thrown back against the back of the couch, eyes closed and nostrils flaring as if trying to scent for his prey. She could tell he was struggling to restrain himself from just grabbing the next girl who walked past, _hehe I really got him worked up!_

She gave a quiet giggle, striding towards him sake in hand, "need something a little extra?" she placed the bottle on the table and gave a wink as his eyes flew open, going wide at the sight before him. She stuck one hip out, finger tapping her lip as if in thought, she looked down at him again as he sat forward with a raised eyebrow.

"What ever could you mean?" he asked with a smirk eyeing her slowly, lingering on her hips and chest before reaching her face, he leaned back patting the seat beside him in invitation.

She gave a small smile, sitting down on the couch and leaning towards him, "well obviously you need something a little more than sake," she winked as she pointed to his crotch, giggling at the blush starting to appear on his face. She watched as he swallowed, eyeing her with renewed interest, "what should I call you then?" she raised an eyebrow pointedly.

"Jiraiya,"

She raised the other eyebrow in surprise that he hadn't launched into the usual lengthy introduction, she was a little thrown off at the lack of dancing and parading around, she gave a quick smile at him only just realising the sudden silence that had fallen between them.

"Well Jiraiya-sama…" he raised an eye at the honourific, she blushed as she leaned in closer, hand brushing his chest as she leaned closer to his ear, licking the shell of his ear before whispering "I know of a room with your name on it," she leaned back biting her lip as she watched him swallow a groan.

"How about it then?" she raised an eyebrow. He nodded and stood, holding out a hand for her, she looked up at him in surprise, _I didn't think he was capable of being embarrassed or acting in a gentlemanly manner!_ She gave a small smile and placed her hand in his, muffling a quiet gasp at the warmth of his hand, looking up at him with a small blush she followed him towards the back of the room.

Her eyes went wide as they passed the main door into the passage beyond, red velvet walls greeted her as they strode up to a small desk on the side, she looked up at him with a smile then back at the woman looking at her with a scowl from behind the desk.

"Just her today," Jiraiya said to the woman, placing a tidy sum of money into the outstretched hand that appeared out of nowhere.

Both the woman and Naruko looked at him in surprise, "that's enough for the rest of the night plus extra," the woman narrowed her eyes at them both before giving a grunt of assent and pulling a key out from a desk drawer she passed it to Jiraiya, "you break it, stain it or bleed on it you pay for it," she said as she waved them away. Naruko looked at Jiraiya with wide eyes as he chuckled, obviously having heard this multiple times before, he gave a small tug on her hand looking down at her with a small smile before leading them further down the hall. She gave a wry smile as the reached room number 9, _no coincidence then,_ she thought with an internal chuckle and fistpump, turning to Jiraiya she took the key from him and let the door swing open before striding inside, throwing a come hither look over her shoulder.

She gasped in surprise as she was spun around and thrown against the wall as the door slammed shut, keys falling onto the ground somewhere. She looked up into the eyes of her sensei boring into her own, searching for what she did not know, she bit her lip as he braced his arms against the wall boxing her in. Eyes wide she held her breath as Jiraiya pressed closer, feeling his erection pressing against her stomach she stifled a moan, she didn't want to sound too eager too early lest things end prematurely. She was determined to execute her plan to the utmost detail and the will of her sensei be damned, she gasped in surprise at the feel of hot breath against her neck. Caught up in her thoughts as she was she was unaware of his advance, her eyes slid shut at the sensation of a hot wet tongue sliding up the side of her neck. She gave a small moan as he sucked on the side of her neck, giving a nip before releasing the flesh before moving up to nibble on the underside of her jaw. Pulling away he looked down at her, eyes shut, mouth open, little pants pushing hot air against his face, one hand gripped his shoulder and the other braced against the wall. She was the vision of a wet dream, flushed cheeks and desperate grip, her dress was driving him mad, ample cleavage almost falling out of the top of it and the hem barely reached past her luscious ass. Sliding a hand down to her ass he groaned as he gave it a light squeeze, moving his other hand down to pull her hard up against him, grinding his length against her. Naruko moaned, opening her eyes at the feel of his hands on her ass, eyes slightly glazed over from sheer need she bit her lip and looked up at him pleadingly.

Tongue darting out to wet her lip his eyes followed the motion, he leaned closer, "so hot," he whispered against her mouth before darting his own tongue out to trace her bottom lip, she moaned into his mouth, he was going to die of pleasure he was sure. _If I die in the throws of passion then there is no better way to go in my books_ he thought as he pulled back, observing the flushed face before him he pulled her away from the wall, hand slowly inching up to reach for the zipper at the back of her dress. He stepped back at the pressure of hands on his chest, eyeing her curiously he watched as she slowly pulled the dress off, revealing inch by precious inch of creamy skin to his gaze.

Naruko looked at her sensei, his chest heaving, hands clenched by his sides as he took in her semi naked form, she reached back and undid the hooks of her bra letting it fall to the floor. She bit her lip, hands shyly roaming over her body before coming up to cover her chest, "do you like what you see?" she asked quietly as if she was afraid of his answer, she looked at the floor as a blush crept up her skin at his intense gaze. The sharp intake of breath was her only response before she was once again pushed against the wall, she moaned at the feeling of lips against hers, tongue darting out to taste his lips she gasped, _he really does taste sweet_. The lingering taste of the alcohol made her want more, arms coming up to wrap around his neck she demanded more from his mouth, tongue searching for the lingering flavours. He groaned as he deepened the kiss, hands roaming over her body, caressing her curves. _She's so soft_ he thought as he forced his tongue into her mouth, licking her teeth and the inside of her cheeks, _she tastes so good_.

Naruko moaned as she was forced to open her mouth for his advance, her tongue joining in sliding over his before tentatively probing into his own mouth, _who would have thought I'd be playing tonsil hockey with the pervy sage?_ She giggled internally at the thought before her thoughts were dragged back to the present by Jiraiya pulling on her hair, tilting her head back giving him access to her neck. She shivered at the feeling of his hand around her neck, opening her eyes to see him hungrily devouring her body. The hand in her hair pulled again, forcing her to arch her back, pushing his hard cock against her barely clothed pussy. She could feel how drenched the material was, she moaned as he ground against her, the material and his cock rubbing against her clit. He licked up the expanse of her neck before bending to take a nipple into his mouth, she nearly collapsed at the sensation. She knew she liked playing with her nipples, pinching and pulling them but this was on a whole new level! She dug her nails into his shoulders, fearful she would collapse with pleasure and never be able to stand again. Jiraiya groaned at the stinging prick of her nails breaking the skin, little trickles of blood appearing beneath his shirt. He growled, this had to move faster otherwise he was going to blow his load right there.

He pushed her to her knees, "crawl to the bed" he growled, teeth bared as he struggled not to have his wicked way with her right there on the floor, she was just so dammed delectable kneeling there in front of him, face flushed, chest heaving, eyes glazed over and literally dripping wet. He had to close his eyes at the sight as she looks up at him slightly confused, sexy pout and wide eyed.

"Crawl to the bed," he growled out again, "or else I'll drag you over there," his cock twitched in the confines of his pants at the mental image his words provided. A quiet moan was heard, he looked away as she started crawling, ass swaying, the wet material of the g-string pushed slightly into her pussy, he rubbed his face with a hand at the sight.

Naruko couldn't believe it, she was nearly naked and incredibly horny, Jiraiya wasn't much better off, he was breathing heavily and had grabbed himself tightly. _Kami is he hot!_ She moaned again, wishing desperately that he would hurry up and take his clothes off already! It seemed the gods were listening as he proceeded to strip as he followed her to the bed, she knelt on the ground at the foot of the bed waiting and watching the muscled body of her sensei be revealed to her one item of clothing at a time.

"Jiraiya-sama…." She moaned at the image he presented, the toned form of a veteran shinobi stood before her, not an ounce of fat on his body and various scars decorated his flesh. She devoured him with her gaze, eyes trailing down the expanse of his body, taking in the broad chest, muscled arms, washboard abs and thickly muscles thighs. She swallowed and held her breath before looking at the main attraction, she knew he would be big from the glances she had gained of him in various hot springs and states of dress along their trip, but she was still unprepared for the sight of him. She couldn't help but gasp at the sight, he was huge! There is no way that would fit anywhere! She audibly gulped and raised her eyes to his, he was grinning as if he had read her mind.

"Oh trust me, it will fit wherever I want to put it," he leered as he took a step closer to her, she blushed at the insinuation, she wasn't quite ready for some of the things he was most definitely thinking of, _besides I'd rather he do most of those things to me when I'm in my normal body._ She grew redder as he approached her, hands clenched upon her thighs she resolutely refused to look at his cock again, she was sure she would pass out if she did.

"Look at me," he demanded, she raised her head to look him in the eye, eyebrow raised in silent question.

"Look at my cock,"

She swallowed and blushed even harder, it now spread across her chest and up her neck and face. The hard look in his eyes quickly squashed any second thoughts she may have had and she obeyed, looking down his body to his cock, proudly sticking out from the rest of him. The head was red, veins prominent and angry looking, he was easily 10 inches long with a considerable girth, at least an inch and a half. _There is seriously no way that will fit,_ she thought with a small frown, she continued looking at him, an equally large and proportionate sack hung underneath all lightly dusted with curly white hair. It really was something to look at, proportionate, large, she now understood why Jiraiya was so proud of being a womanizer, with junk like that anyone would be.

She swallowed again, mouth filling with saliva at the thought of his cock in her mouth, _it might not fit all the way but I will damned well try_ , she set her jaw and looked up at him, he was now standing in front of her having advanced whilst she was thinking. His cock now inches from her face, looking up at him she gave a sly grin before leaning forward and kissing the tip of his cock. He jerked at the sudden contact, looking down at the blonde kneeling before him, there was no way that the uncertain blonde from just before was the same one kneeling before him.

He grinned down at her, "is that how you want to play then?" He smirked at her now constant blush and the hesitant nod, "well then...open wide," his grin grew as she glared at him as she obeyed.

Now that he was closer and literally in her face she was uncertain if her plan would work, she eyed him suspiciously as she opened her mouth and accepted him in, he rested the tip of his cock on her bottom lip, she tentatively flicked her tongue out to it and licked the tip. The groan she received was encouragement enough, taking him in a little further she licked around what was in her mouth, the taste of his precum bitter on her tongue but not unpleasant. _This is unbelievable,_ she thought, _I can't believe I have the pervy sages' cock in my mouth!_ He moaned as he gave a little thrust, pushing himself deeper into her mouth, her eyes widened as more of him disappeared into her mouth. She gave an experimental suck, grinning around his cock at his reaction, moaning as he thrust deeper into her mouth she nearly gagged as he sped up and started thrusting at a constant pace, more and more of him disappearing inside her mouth.

"That's it, I know you can take more," he growled out between panting breaths, the feel of her mouth around his cock was almost enough to undo him. Naruko looked up at him, mouth stuffed, cheeks red, eyes slightly watering, hands wandering across her body playing with her tits and rocking against her heel in an attempt to get friction. She wanted more but was unsure what it was she wanted, more of his cock in her mouth or his hands on her again, looking up at him with pleading eyes she hoped he understood and that he would make the decision for her.

Her jaw started aching and she had only succeeded in taking half of his length into her mouth, she frowned, releasing his cock from her mouth with a pop she contemplated its length and the logistics of how to get all of it in her mouth. Eyeing it slowly, a sly grin formed as she looked up at Jiraiya quickly and before he could even blink she had shoved his cock back into her mouth and was vigorously attempting to take it all.

"Oh love, you can't take it all without practice," he looked at her admiring the determination she had, "you have to work on your breathing and relaxing your throat before you can even think of taking it all,"

She looked up at him with a glare, taking his words to heart she took a deep breath before sliding further down his cock, she managed another couple of inches before she gagged. She growled at the sensation, looking up at him again she attacked his cock like a starving man, hands stroking the part that would not fit in her mouth. Fondling his balls and cock she moaned around him, grinning as he couldn't help but groan in response and thrust further into her mouth, releasing his cock she turned her attention to his balls, bathing them with her tongue before gently taking one in her mouth and sucking. She alternated for a while before returning to his shaft, licking a stripe on the underside from root to tip, dipping her tongue into the slit at the head. The sensations tore another moan from him before he pulled her off his cock, looking down at her he grinned, a plan of his own forming in his head as he watched her playing with herself.

"Get on the bed,"

She pouted at the loss of his cock but the glint in his eye promised more fun things so she obliged and slowly crawled up onto the bed, watching him as she did so, knowing that she was teasing him with such a display. A growl was all the warning she got before she felt the bed dip and was roughly flipped over, now looking at the demanding face of Jiraiya so close to her own. He gave into temptation and kissed her again briefly before moving down her neck leaving a trail of small love bites and kisses, reaching her breasts he once again took a nipple into his mouth, grinning at the moan he gained from the action. Sucking, nibbling and pulling on it with his mouth and teeth before switching to the other side to repeat the action, idly playing with the abandoned one with his hand. He growled as he felt hands in his hair holding him to her, he pulled away despite the pitiful moan that resulted and grabbed her wrists, pinning them above her head with one hand he returned to his ministrations, grinding against her writhing hips as she bucked against him. The moans that she was giving had him pausing to grip himself tightly, he hadn't felt like this for a long time, the need to take and claim what was his...show the world what belonged to him.

"Jiraiya...please,"

He looked down at her at her whimpering pleading, he raised an eyebrow before grinning, oh he had her right where he wanted, "yes?"

"...please," her eyes were wide and boring into his own, he knew what she wanted but he had other ideas. Grinning like a maniac he released her hands with the command to 'stay' before sliding his hands down her sides, giving a nipple a quick pinch before reaching the waistband of her panties, winking at her he pulled them down quickly. The material crushed against his nose he breathed deeply and growled before tossing them over his shoulder to land on the floor somewhere, kissing down her stomach to the patch of light blonde curls that greeted him when he reached his destination. Looking back up to her face across the expanse of her body nearly took his breath away, she looked so wanton, _delicious_ he thought with a smirk before kissing down one thigh, giving a light bite before switching legs. Naruko writhed on the bed, wishing that he would just hurry up and do something instead of teasing! The sensations he was eliciting was driving her nuts, her patience was hanging by a thin thread, if he didn't hurry up she was going to do something drastic that may or may not blow her cover.

"Don't even think about moving those hands missy," he growled at the sight of her twitching, her eyes widened in surprise.

Stroking one hand up and down her thigh he leaned in to kiss the crease of her thigh, breathing in the scent that emanated from the curls, the giggled moan informed him that he had found one of her ticklish spots.

A wicked grin formed, _I'll save that for later_ he thought before turning his attention to her pussy, spreading her legs and holding them apart he leaned back to look at the whole thing, "beautiful," he breathed before leaning in and licking a stripe from her entrance to her clit. The whole body shudder took her by surprise, the feel of his tongue on her was pure heaven, his hooded gaze was fixed on her exposed pussy. Her position allowed him access to every inch of her, his eyes devouring every curve, every freckle, stretch mark and scar. His gaze lighting a trail of fire across her skin, flicking her gaze to meet his she gasped at the raw desire that was there, a shy blush spread across her skin at the emotions he was expressing, she bit her lip in desperation.

He leaned in again, eyeing the blush that had formed with a small smile before flicking his tongue out against her again. Little flicks of his tongue against her clit had her gasping for more, with a determined grin he sped up his actions, hand sliding from his grip on her thigh to join his tongue in playing with her. Brushing his fingers through the wetness before gently prodding against her entrance, watching her face closely for signs of discomfort before sucking on her clit and toying with her folds.

"Jiraiya-sama…" the quiet whisper made him pause, stopping what he was doing he looked up at her flushed face in question, "...I've never...I've never…" she gestured to herself and what he was doing. Realisation dawned on his face and he blushed, this blonde bombshell had never even fingered herself...let alone anything else!

He frowned, "did you want me to stop?" he asked, concerned. The shake of her head reassured him, he leant back down, "I'll be gentle, I promise," he murmured against her clit before resuming his actions. He missed her nod but heard her moan in response, grinning he rubbed his fingers through her folds again before slipping down to her entrance. Gently he pushed his first finger in slowly, tightness and warmth gripped him as soon as he made it past the first knuckle, he moaned quietly _so tight!_ Groaning internally at the thought of his cock being gripped by her tightness, he looked up at her watching her closely as he pushed his finger in as far as it would go before slowly pulling it out and then pushing it back in.

Naruko moaned at the sensations she was feeling, the feel of his finger inside her combined with his tongue was almost enough to make her cum right there. She watched his face as he mouthed her clit, he looked to be in paradise, doing something that he loved had softened his features from the usual grim expression she was accustomed to seeing. The pressure of his finger as he slid it in and out of her was pure bliss, he touched something inside of her which made her arch off the bed, she looked at him wide eyed as he chuckled at her reaction. He gently added a second finger as he continued sucking and teasing her clit, pumping his fingers he found the spot again and she moaned, gripping the sheets beneath her to stop herself from gripping his head to hold him against her. She was so close, the feeling was rising close to the surface in her gut, she arched her hips up to him again pressing herself close to his face. She could feel him grinning against her as he sped up his hand, she needed something...more, she could feel herself nearing the edge but she needed that little extra push to get over the edge. Biting her lip she blindly reached down and touched his hand, pulling him closer to her she wanted him deeper, as deep as he could get. He looked up at her with a growl, annoyed that she had disobeyed and moved her hands but at the look on her face he grinned and let it pass, the whispered 'more' that fell from her mouth was all the encouragement he needed as he added a third finger, stretching her, thrusting harder and faster in an attempt to try and reach further inside her. _Oh please god just a little bit more!_ She thought as he added another finger and was furiously trying to get deep inside of her, her hand now back to its original position she had closed her eyes and was biting her lip, hips moving with his actions desperately trying to reach her peak.

Groaning in frustration she opened her eyes and looked down at him, "please...please Jiraiya-sama…" she was so close yet so far away from achieving her goal, he grinned at her before moving up her body to suck on her nipple, fingers still buried inside her. She couldn't help the moan that slipped out as he attacked her nipple, ravishing her as if he was a starving man and she the buffet. Alternating between the two before moving up to her neck, sucking a hickey at the hollow of her throat before moving and biting her where her shoulder met her neck.

Panting and moaning she still wasn't quite there and she groaned her frustration, "Jiraiya…" he released her neck and looked at her with a smirk.

He knew what it was she really needed, "cum for me," he whispered into her ear as he nipped it before returning to her neck as her eyes opened in shock as she came on his fingers with a muffled yell. He pulled his fingers out, brushing her clit as the aftershocks wracked her body before bringing his fingers up to her mouth, she knew what he wanted and opened her mouth to accept them, suckling on them like she had his cock. Cleaning his fingers of her cum she lay there panting before he claimed her mouth in a kiss, licking out the taste of herself from her own mouth. Looking down at his still straining erection she mumbled as she attempted to sit up, reaching for his cock, a hand on her chest stopped her.

"Oh don't worry, I have an idea of how you can help me with that," he winked at her confused expression. Moving up to straddle her waist he toyed with her breasts before pushing them together, comprehension dawned on her, she gave a wry grin at the action. He spat in his hand before stroking his shaft, pushing her tits together again before sliding his cock between them, he threw his head back in bliss as she stuck out her tongue for him to hit with each stroke. _Fuck she's so hot!_ he closed his eyes and rode the waves of pleasure as he fucked her tits and mouth, _nothing could be better_ he thought, _well...maybe it could be_ , he grinned at the thought of maybe working up to fucking the blonde beauty below him. Looking back down at her, the blissed out expression on her face as he thrust his cock at her, she was definitely in her happy place. He was close, he'd been close ever since she sat down beside him on the couch, it didn't take much before he grunted a warning to her, pulling back to release on her glorious tits, hot cum splashing against her skin. He nearly grew hard again at the sight of her playing with his spunk on her chest before she scoped some up and licked it off her fingers, he moaned as he watched her clean off her chest before she gave a gentle lick to the tip of cock, searching for the last drop. He flopped down beside her, pulling her to his chest as he tried to calm his breathing, her head pillowed on his shoulder as she threw a leg over him, snuggling into him before blinking at him sleepily.

"Go to sleep if you want," he whispered before kissing her forehead. He watched as she swiftly dropped into a light doze at his words, he gave a quiet chuckle before her also dropped off into a light doze.

 _So eager to obey….Naruto..._


	5. Chapter 5

Chapter Five - Do I look like a bimbo to you?!

She awoke feeling safe and content, snuggling deeper into the blanket, it wasn't until she felt something poking into her that she remembered where she was. Images of last night rushed into her head, she started grinning, cracking an eye open she was welcomed with the pre-dawn light barely illuminating the room she was in. Stifling a giggle as Jiraiya moved in his sleep, accidentally pushing his rock-hard cock against her ass, she tried to stretch as subtly as possible before relaxing once again, content to doze in the safety of his arms. Her thoughts turned to the events of last night, she blushed as she recalled her wanton behaviour, a wry smile forming at how Jiraiya had reacted to her advances. _I wonder if he would do it again, he obviously didn't know it was me...or at least he doesn't care if he does know,_ frowning she turned slightly to look over her shoulder, the face of her sensei greeted her, softened by sleep, mouth ajar and his breath softly brushing her shoulder. Turning back, she traced their passage to the bed, images of their various positions along the way burned into her mind, flickering like ghosts in the room. _It was more than I expected but also not what I was expecting,_ she frowned as she recalled that they both went to sleep before he had fucked her properly, she growled in frustration _it didn't go according to plan, what went wrong?_ She started internally analysing his reactions from the previous night. She thought over when she had first arrived at the bar and sat beside him, sure him acting like a gentleman to her was a bit strange but he had acted the same way when she had found him the first time with the group of girls on his lap. _So, I guess that's not out of the ordinary for him...with girls at least,_ her heart beat faster as she thought over his actions with her, how gentle he was with her, _he was so sweet, taking care of me like that,_ she gave a small smile, pondering the other things that they could get up to whilst they had the room. Her thoughts turned to things outside of the bedroom, _I wonder if I could ever get him to take me on a date,_ she grinned, looking over her shoulder at the soft features beside her, _he really can be sweet when he tries, I guess he was just going slow for me,_ she wasn't as worried about them not having sex now. She frowned as she remembered the first night she had seen him in the bar, recalling the lewd gazes he gave the women and the sounds that had emanated from the back rooms when he left with the gaggle of brunettes, she bit her lip as an ache started in her chest _he just likes to be sweet to ensure he gets what he wants from a girl...yet he didn't even_ _ **try**_ _to have sex with me,_ she felt tears start forming _I will not cry over this!_ She grimaced as she bit through her lip, blood trickling down her chin. Crawling out from underneath the covers she quietly got dressed before transporting herself to the room they shared at the inn, tears were now well and truly running down her cheeks, she angrily stripped off and dragged her futon as far away from Jiraiya's as possible before crawling into the cold sheets, it was still early enough before dawn that Jiraiya wouldn't wake for quite some time, she angrily rolled her back to the door and fell asleep curled into a ball with a tear streaked face.

* * *

Jiraiya woke with a cracker of a headache and a raging hard on, he groaned as he rolled over, trying to block out the bright light streaming through the open window. _Mmm last night was interesting…_ he cracked a bleary eye and looked around, the spot next to him was long since cold, he frowned _where has Naruto got to I wonder?_ With a great heave, he pulled himself out of the bed and started gathering his clothes, stoutly ignoring his hard on that bobbed with each step, smearing precum across his stomach. He saw no sign of his student or any of his belongings, frowning he prepared to leave the room after giving it a quick tidy up, glancing around one last time he shrugged and made his way out of the bar. Nodding to those on the street who held his gaze he chewed his lip in thought, _why did he leave? If there was something wrong he wouldn't hesitate to let me know,_ he grinned at the memories of being yelled at by his student for not paying enough attention to him during his training. _No, he wouldn't hesitate all,_ he chuckled as he walked, breaking from his musings he looked around noticing that he had quickly reached their inn without realising it. Giving the man at the desk a quick nod he plodded up the stairs to their room, stopping before their door he leaned his head against the wall and sighed, _what am I going to do with you Naruto?_ he glanced down, noticing that he had grown hard again upon reaching the inn, he groaned _this simply won't do_ he thought with a grimace. Glancing around quickly he reached down and gripped himself through his pants, a quiet moan escaped his lips. He quickly checked the hall again before slipping his hand inside, the sensation of his hand after being hard throughout the night combined with the danger of being caught in the hallway brought him quickly to the edge of orgasm. With a groan, he gripped the base of his cock, staving off his orgasm _it won't do to spill at the thought of him in the bloody hallway like some wide-eyed teenager!_ he growled to himself, shaking his head he adjusted himself before turning to look at the door of their room, the thought of what might await him inside both worried him and turned him on.

Steeling himself he quietly slid the door open, glancing about the half-darkness inside before stepping into the room properly, looking around he noticed that his futon had been pushed into the furthest corner of the room. Frowning he looked around for his student, finding a dark lump in the opposite corner, _that can't be good,_ he padded softly over to his pack to get clean clothes, warily keeping an eye on the lump that had to be his student. Seeing no sudden movement or acts of violence coming from his student he shrugged and turned to the window, opening the blinds enough to be able to see the room he made his way to the bathroom to clean up. _He will get the message eventually_ , _surely he knows..._ he thought as he pulled his clothes off during his passage to the bathroom, deep in thought he didn't notice the shifting of blankets signifying that Naruto was indeed awake.

* * *

How dare he treat her like this, she was not some common whore lazing on a street corner, she was his student and as such she deserved better than what he dealt out to the hordes of bimbos! _I can't believe he did that!_ Naruko thought with a frown as she turned over underneath the pile of blankets, nothing like becoming a blanket burrito to make you feel better. She listened with bated breath as he moved around the room before the gentle thud of the door signified he was in the bathroom, letting out a quiet sigh she stared at the floor beside her, quietly fuming. _There must be a better way to get him to notice me,_ she bit her lip in thought, _is he even worth the effort though? I mean, he didn't even make a fuss over his futon being at the opposite side of the room…_ her eyes widened, _does he know?_ She thought over her actions from the previous night, _he can't know, I didn't even act like my normal self!_ Shaking her head at the thought, _he can't know, I made sure to cover my tracks,_ with a firm nod to herself and the reassurance of her logic, she mentally prepared herself for what was bound to be, in her mind, the most awkward day ever.

Naruko gave a slight glare at the sight of Jiraiya walking out of the bathroom in nothing but a towel, _how dare he be looking composed and totally hot whilst I look like a bloody panda!_ she grumbled, Jiraiya was totally oblivious to her ogling him. G _et it together!_ she gave a slight shake of her head before walking into the warmth of the bathroom, steam still lingering in the air. Going about her morning routine, she started formulating another plan, _if I can just find out if he reacts the same way again with me, then maybe he is being genuine,_ she desperately wanted to know if he knew that it was her, his student, the number one unpredictable ninja of Konoha. A loud thud jolted her from her thoughts, looking down she glared at the offending bottle of shampoo that had slipped from her grasp, the steady flow of water swirling down the drain mesmerised her, drawing her back to her thoughts. _I really want to be with him but I can't exactly do the same thing as last night...not if I find out he doesn't mean it,_ she frowned as she tipped her head back, letting the spray soak her hair and trickle down her front. She sighed, _what am I going to do?_ Possibilities ran through her head, she couldn't help but think the worst, _what if he is only indulging me because he thinks I'm an easy lay?_ She gave a slight frown, _I mean I wasn't exactly subtle last night…_ she could feel her eyes burning as an ache started in her chest as she thought _what if he only wants to be with me when I'm like this..._ she let the thought trail off, biting her lip to stop the tears from falling, she jumped at the gentle tap on the door.

"Naruto," the soothing voice of her sensei drifted through the door, "I heard something fall, everything okay?"

"It's fine" she ground out, _how dare he pretend to care!_ "It was just the shampoo."

She sighed as she heard him walk away, at least he hadn't just walked in, she didn't think she could have handled that, _I probably would have thrown something at him,_ she mused as she bent to pick up the shampoo. She quickly washed her hair before turning off the shower, stepping out she examined herself in the mirror, _I look terrible,_ and indeed she did with her hair hanging around her face in limp strands, and the frown that twisted her features. Sighing she turned around in search of her towel, her eyes widened, _you have got to be kidding me!_ She gave a growl of annoyance, she could have sworn she had brought her towel back into the bathroom yesterday, looking down at herself and the sad pile of clothes sitting in the corner waiting for her. _I guess there's only one thing I can do…_ mentally bracing herself she opened the door a fraction, eyeing the room suspiciously, she sighed in frustration at the sight of her sensei sitting at the table with his manuscript open before him, _do I make a run for it or should I just ask him?_ She looked around for her towel, _if I didn't bring it back to the bathroom then I must have dropped it near my futon last night,_ alas she couldn't see the white glow of her towel amongst the piles of clothing strewn across the room. Biting her lip, she thought about her options, there were no more towels that she could see, she raised her eyes to her teacher again, _well there's only one option left now._

Bracing herself she opened the door a fraction more, she hesitated before opening her mouth, a quiet squeak came out, clearing her throat she tried again.

"Jiraiya?"

He gave no indication of having heard her, she sighed and tried again, "Jiraiya?" she said a little louder.

* * *

"Jiraiya?"

He started at the sound of his name, so engrossed in writing that he hadn't heard the first time, he glanced over at the bathroom, his breath leaving him at what he saw. His student was standing there, poking her head around the door, steam swirling around her, giving him tantalising glimpses of skin, the curve of her shoulder, the faintest hint of the swell of her breast.

He swallowed, his mouth suddenly dry, "yes?" he managed to croak out, he could feel himself stirring at the sight before him.

"Umm, I can't find my towel and there doesn't seem to be any left…" she trailed off, his eyes focused on the teeth that were ravaging her plump bottom lip. He groaned quietly before the words registered in his mind, he frowned as he looked up at her before looking around the room, she appeared to be right.

He stood, "Hold on," he strode over to his pack, rummaging around before returning, slowing as he approached the door, drinking in the image she presented, _I am definitely saving this for later._

"Here you go," she nodded in thanks before quickly shutting the door, he returned to the table, _I don't think I'll be able to write anything else,_ he shook his head and let his mind wander.

* * *

She shivered at the brush of his hand against hers before quickly shutting the door, she leaned back against it, _Kami save me,_ she sighed. Looking down at her slowly drying body she stepped towards the mirror again, her eyes widened in shock at the towel in her hands, _this is his…the one from this morning,_ she blushed at the memory of him walking past her earlier in nothing but his towel. Her mind wandered to the night prior, despite her current worries the night had been amazing, she just wished that it hadn't gotten so complicated so quickly, _why does this always happen?_ She thought, _every time I try to plan something, it always goes sideways!_ She gave a huff, pulling on her clothes as she mused, _I guess the only thing I really CAN do is to get him naked again…_ she quickly realised that she really did like the sight of his naked body, the feel of it against hers... _I just hope it works out this time_. Biting her lip, she stepped out of the bathroom, Jiraiya was idly doodling a naked girl on the page beside him, paying no attention to her, the anger from that morning swelled within her, _good, that just makes it easier for me to ignore him! The pervert!_ She grumbled to herself as she stomped over to the door to their room, pulling on her shoes she stepped out into the hallway and then out of the inn to the street below.

She couldn't believe herself, her mind was in turmoil, _I want to be with him again, especially in my normal form...but just the sight of him ticks me off right now!_ She sighed, kicking a stone along the path in front of her, she needed a new plan, one that didn't involve her taking her clothes off... _what to do, what to do?_ She didn't notice the approaching figure in front of her until a voice called out.

"Well look who it is!"

She looked up, startled at the sudden voice, "Oh! Hello again," she gave a small smile, "What are you doing today Ami?"

"Oh nothing much, bit of this, bit of that," Ami looked her up and down, "what about you?"

She shrugged, she hadn't really made any plans for today when she left the inn, "nothing really," Ami looked at her quizzically, _she can tell something is up,_ Naruko sighed internally, _please don't ask…_ she desperately thought, eyeing Ami as they stood there.

"Why not spend the day with me?"

Her eyes widened in shock, never before had someone asked her to spend the day with them, after all...in Konoha, no one willingly wanted to spend time with her; she smiled "sure, why not," she fell in step with Ami as the strode down the path, heading towards the busier centre of the town.

Shops of all kinds lined the streets, but they had no lure over her, her mind was trained on her problem with Jiraiya. She nearly ran into Ami who had stopped abruptly.

"Whoa! What are you stopping for?" she grumbled

Ami looked at her, "I've called your name three times now, what's up with you?"

Naruko looked at the ground sheepishly, scratching the back of her head "I've just got a lot on my mind,"

Ami gave her a knowing look, "How about we go for some food and you can tell me all about it?" she looked around "How about that ramen shop over there?"

Naruko gave a wistful smile, ramen was the solution to nearly every problem in her books _not today,_ she thought, _somehow, I don't think there is enough ramen in the world to help me with my problem,_ she shook her head "Nah I'm good, I think I will just go back to the hotel, thanks anyway,"

Ami looked after her with a puzzled expression, she shrugged as Naruko walked away slowly, staring at the ground in thought.


End file.
